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                                                                     Exhibit 3.1

                                                       AS AMENDED MARCH 21, 2001

                                    BY-LAWS

                                       OF

                    INSURANCE AUTO AUCTIONS (ILLINOIS), INC.



                                   ARTICLE 1

                           OFFICES; REGISTERED AGENT

                  ss. 1.1 REGISTERED OFFICE AND AGENT. The corporation shall
maintain in the State of Illinois a registered office and a registered agent
whose business office is the registered office.

                  ss. 1.2 PRINCIPAL BUSINESS OFFICE. The corporation shall have
its principal business office at such location within or without the State of
Illinois as the board of directors may from time to time determine.


                                    ARTICLE 2

                                  SHAREHOLDERS

                  ss. 2.1 ANNUAL MEETING. The annual meeting of the shareholders
shall be held for the purpose of electing directors and for the transaction of
such other business as may come before the meeting on the third Wednesday of
June each year, or, if this date in any year shall be a legal holiday, then the
meeting shall be held on the next succeeding business day; provided, however,
that the board of directors may, by resolution adopted before notice of the
meeting is given to the shareholders, fix a different date and/or time for
holding any annual meeting.

                  ss. 2.2 SPECIAL MEETINGS. Special meetings of the shareholders
may be called by the president, by the board of directors or by the holders of
not less than one-fifth of all the outstanding shares of the corporation
entitled to vote on the matter for which the meeting is called.

                  ss. 2.3 PLACE OF MEETING. The board of directors may designate
any place, either within or without the State of Illinois, as the place for any
annual meeting or for any special meeting called by the board of directors, but
if no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal business office of the corporation;
provided, however, that for any meeting of the shareholders for which a waiver
of notice designating a place is signed by all of the shareholders, then that
shall be the place for the holding of such meeting.


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                  ss. 2.4 NOTICE OF MEETINGS. Written notice stating the place,
date and hour of the meeting of the shareholders and, in the case of a special
meeting, the purpose or purposes for which the meeting is called either shall be
delivered personally or mailed to each shareholder of record entitled to vote at
the meeting, not less than 10 nor more than 60 days before the date of the
meeting, or, in the case of a meeting called for the purpose of acting upon a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than 20 nor more than 60 days before the meeting, by or at the
direction of the president, the secretary, or other persons calling the meeting.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder at his or her address as it appears on
the records of the corporation, with postage thereon prepaid.

                  ss. 2.5 WAIVER OF NOTICE. A waiver of notice in writing signed
by a shareholder entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to giving notice to such shareholder.
Attendance at any meeting shall constitute waiver of notice thereof unless the
person so attending objects to the holding of the meeting because proper notice
was not given.

                  ss. 2.6 FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of the shareholders
or to receive payment of any dividend or other distribution or allotment of any
rights, or in order to make a determination of shareholders for any other proper
purpose, the board of directors may fix in advance a record date for any such
determination of shareholders, which shall be not more than 60 days and, for a
meeting of shareholders, not less than 10 days, or in the case of a meeting
called for the purpose of acting upon a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than 20 days, before
the date of the event for which the determination is required. If no record date
is fixed as aforesaid, the record date for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the date
on which notice of the meeting is mailed and the record date for the
determination of shareholders for any other purpose shall be the date on which
the board of directors adopts resolution(s) relating thereto. A determination of
shareholders entitled to vote at any meeting of the shareholders shall apply to
any adjournment of the meeting.

                  ss. 2.7 VOTING LISTS. The officer or agent having charge of
the share transfer books of the corporation shall make, within 20 days after the
record date for a meeting of shareholders or 10 days before such meeting,
whichever is earlier, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, showing the address of and the
number of shares held by each, which list shall be kept on file at the
registered office of the corporation and shall be subject to inspection by any
shareholder, and to copying at the shareholder's expense, at any time during
usual business hours for a period of 10 days prior to each meeting of the
shareholders. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to inspection by any shareholder
during the whole time of the meeting. The original share ledger or transfer
books, or a duplicate thereof kept in the State of Illinois, shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
share ledger or transfer books or to vote at any meeting of the shareholders.
                  ss. 2.8 QUORUM AND VOTE REQUIRED FOR ACTION. The holders of
outstanding shares having a majority of the total votes which all of the
outstanding shares of the



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corporation would be entitled to cast on a matter at the meeting, present in
person or by proxy, shall constitute a quorum for consideration of such matter
at any meeting of the shareholders; provided that if a quorum is not present at
said meeting, then the holders who are present in person or by proxy may by
majority vote adjourn the meeting from time to time without further notice. If a
quorum is present at any meeting of the shareholders, the affirmative vote of
the majority of the votes entitled to be cast on a matter by holders of shares
who are present in person or by proxy shall be the act of the shareholders,
unless the Illinois Business Corporation Act of 1983 as amended or the articles
of incorporation of the corporation require a different number of votes. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the original meeting. Withdrawal of
shareholders from any meeting shall not cause failure of a duly constituted
quorum at that meeting.

                  ss. 2.9 PROXIES. Each shareholder entitled to vote at a
meeting of the shareholders may appoint a proxy to vote or otherwise act for him
or her by delivering a valid appointment form to the person so appointed or to a
proxy solicitation firm, proxy support service organization or like agent duly
authorized by the person or persons to receive the transmission. A shareholder
may make such an appointment by signing an appointment form, by transmission of
a telegram, cablegram or other electronic transmission (provided that such
transmission either sets forth or is submitted with information from which it
can be determined that the telegram, cablegram or other electronic transmission
was authorized by the shareholder), or any other means permitted under the
Illinois Business Corporation Act of 1983, as amended. No proxy shall be valid
after the expiration of 11 months from the date thereof unless otherwise
provided in the proxy.

                  ss. 2.10 VOTING OF SHARES. Each outstanding Common Share,
regardless of class and subject to the terms of any series of Preferred Shares,
shall be entitled to one vote upon each matter submitted to a vote of the
shareholders.

                  ss. 2.11   VOTING OF SHARES BY CERTAIN HOLDERS.

                  (a) Shares registered in the name of another corporation,
domestic or foreign, may be voted by any officer, agent, proxy or other legal
representative authorized to vote such shares under the law of incorporation of
such corporation. The corporation may treat the president or other person
holding the position of chief executive officer of such other corporation as
authorized to vote such shares, together with any other person indicated and any
other holder of an office indicated by the corporate shareholder to the
corporation as a person or an office authorized to vote such shares. Such
persons and offices indicated shall be registered by the corporation on the
transfer books for shares and included in any voting list prepared in accordance
with these by-laws.

                  (b) Shares registered in the name of a deceased person, a
minor ward or a person under legal disability may be voted by his or her
administrator, executor or court appointed guardian, either in person or by
proxy without a transfer of such shares into the name of such administrator,
executor or court appointed guardian. Shares registered in the name of a trustee
may be voted by him or her, either in person or by proxy.




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                  (c) Shares registered in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his or her name if
authority so to do be contained in an appropriate order of the court by which
such receiver was appointed.

                  (d) A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

                  (e) Shares of the corporation belonging to the corporation
shall not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding shares entitled to vote
at any given time, but shares of the corporation held by the corporation in a
fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares entitled to vote at any given time.

                  ss. 2.12 INSPECTORS. At any meeting of the shareholders, the
presiding officer may, or upon the request of any shareholder shall, appoint one
or more persons as inspectors for such meeting. Such inspectors shall ascertain
and report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders. Each report of an
inspector shall be in writing and signed by him or her or a majority of them if
there is more than one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence thereof.

                  ss. 2.13 VOTING BY BALLOT.  Voting on any question shall be
by ballot when so requested by any shareholder or directed by the presiding
officer.


                                   ARTICLE 3

                                   DIRECTORS

                  ss. 3.1 GENERAL POWERS.  The business and affairs of the
corporation shall be managed by or under the direction of the board of
directors.

                  ss. 3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall range between five and nine. The term of
office of each director shall be until the next annual election of the
shareholders or until his or her successor shall have been elected and
qualified. Directors need not be residents of the State of Illinois or
shareholders of the corporation.

                  ss. 3.3 REGULAR MEETINGS. A regular meeting of the board of
directors shall be held, without other notice than this by-law, immediately
after, and at the same place as,



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the annual meeting of the shareholders. The board of directors may provide, by
resolution, the time and place, either within or without the State of Illinois,
for the holding of additional regular meetings without other notice than such
resolution.

                  ss. 3.4 SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the State of
Illinois, as the place for holding any special meeting of the board of directors
called by them.

                  ss. 3.5 NOTICE AND WAIVER. Notice of any special meeting shall
be given at least 2 days prior thereto by written notice to each director at his
or her business address or such other address as he or she may have advised the
secretary of the corporation to use for such purpose. If delivered, such notice
shall be deemed to be given when delivered. If mailed, such notice shall be
deemed to be given two business days after deposit in the United States mail so
addressed, with postage thereon prepaid, and if given by telegraph such notice
shall be deemed to be given the next business day following the day the telegram
is given to the telegraph company. A waiver of notice in writing signed by the
director entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance at
any meeting shall constitute waiver of notice thereof unless the person attends
the meeting for the express purpose of objecting to the transacting of business
at the meeting because proper notice was not given. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

                  ss. 3.6 QUORUM. A majority of the number of directors in
office at a given time shall constitute a quorum for the transaction of business
at any meeting of the board of directors, unless a greater number is specified
by the articles of incorporation of the corporation or these by-laws; provided,
that if a quorum is not present, then a majority of the directors present at
said meeting may adjourn the meeting from time to time without further notice
than announcement at the meeting.

                  ss. 3.7 MANNER OF ACTING. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors unless the act of a greater number is required by the
articles of incorporation of the corporation or these by-laws.

                  ss. 3.8 ATTENDANCE BY CONFERENCE TELEPHONE. Members of the
board of directors may participate in and act at any meeting of such board
through use of a conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other.
Participation in such meeting by such means shall constitute attendance and
presence in person at the meeting of the person or persons so participating for
all purposes including fulfilling the requirements of sections 3.6 and 3.7.

                  ss. 3.9 VACANCIES. Any vacancy occurring in the board of
directors, and any directorship to be filled by reason of an increase in the
number of directors, may be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose;


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provided, however, that the board of directors may fill vacancies arising
between meetings of shareholders for any reason, including vacancies due to an
increase in the number of directors.

                  ss. 3.10 INFORMAL ACTION BY DIRECTORS. Any action required to
be taken at a meeting of the board of directors, or any other action which may
be taken at a meeting of the board of directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors. Any consent may be signed in counterparts with the same
force and effect as if all directors had signed the same copy. All signed copies
of any such written consent shall be delivered to the secretary to be filed in
the corporate records. The action taken shall be effective when all the
directors shall have signed the consent unless the consent specifies a different
effective date. Any such consent signed by all of the directors shall have the
same effect as a unanimous vote.

                  ss. 3.11 COMPENSATION. The board of directors, by the
affirmative vote of a majority of directors then in office, and irrespective of
any personal interest of any of its members, shall have authority to establish
reasonable compensation of all directors for services to the corporation as
directors, officers or otherwise, and to authorize the payment of the directors'
expenses, if any, of attendance at each meeting of the board in addition to such
compensation.

                  ss. 3.12 PRESUMPTION OF ASSENT. A director who is present at a
meeting of the board of directors at which action on any corporate matter is
taken shall be conclusively presumed to have assented to the action taken unless
his or her dissent shall be entered in the minutes of the meeting or unless he
or she shall file his or her written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

                  ss. 3.13 COMMITTEES. A majority of the directors may create
one or more committees and appoint members of the board to serve on the
committee or committees. Each committee shall have two or more members, who
serve at the pleasure of the board of directors. Members of any committee of the
board of directors may participate in and act at any meeting of such committee
through the use of a conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other.
Participation in such meeting by such means shall constitute attendance and
presence in person at the meeting of the person or persons so participating for
all purposes. Unless in its appointment the board of directors decides
otherwise, a majority of any committee shall constitute a quorum and a majority
of a quorum shall be necessary for committee action. A committee may act by
unanimous consent in writing without a meeting, and shall decide the time and
place of its meetings and the notice therefor, unless the board of directors
decides otherwise. To the extent specified by the board of directors, a
committee may exercise the power of the board, subject to such limitations as
may be provided by law.



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                                   ARTICLE 4

                                    OFFICERS

                  ss. 4.1 NUMBER, AUTHORITY AND DUTIES. The executive officers
of the corporation shall be a president who shall be the chief executive
officer, a chief operating officer, a chief financial officer, a chief
accounting officer and a secretary. The corporation may also have one or more
vice presidents, assistant secretaries and other officers as may be elected by
the board of directors. Two or more offices may be held by the same person. All
officers and agents of the corporation, as between themselves and the
corporation, shall have such express authority and perform such duties in the
management of the property and affairs of the corporation as is provided in
these by-laws, or, to the extent not provided, as may be determined by
resolution of the board of directors not inconsistent with these by-laws. All
officers and agents of the corporation shall also have such implied authority as
recognized by the common law from time to time.

                  ss. 4.2 ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the board of
directors. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified, until his or her death or
resignation or until he or she shall have been removed in the manner hereinafter
provided, whichever first occurs.

                  ss. 4.3 REMOVAL. Any officer may be removed by the board of
directors whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election of an officer shall not of
itself create contract rights.

                  ss. 4.4 PRESIDENT. The president shall be the chief executive
officer of the corporation and, subject to the direction and control of the
board of directors, he or she shall be in charge of the business of the
corporation. In general, he or she shall discharge all duties incident to the
chief executive office of the corporation and such other duties as may be
prescribed by the board of directors from time to time. Without limiting the
generality of the foregoing, the president shall see that the resolutions and
directions of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors; he or she shall preside at all meetings of the
shareholders; and, except in those instances in which the authority to execute
is expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the board of directors,
he or she may execute for the corporation certificates for its shares (the issue
of which shall have been authorized by the board of directors), and any
contracts, deeds, mortgages, bonds or other instruments which the board of
directors has authorized, and he or she may (without previous authorization by
the board of directors) execute such contracts and other instruments as the
conduct of the corporation's business in its ordinary course requires, and he or
she may accomplish such execution in each case either individually or with the
secretary, any assistant secretary, or any other officer



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thereunto authorized by the board of directors, according to the requirements of
the form of the instrument. Also, the president may vote all securities which
the corporation is entitled to vote except as and to the extent such authority
shall be vested in a different officer or agent of the corporation by the board
of directors.

                  ss. 4.4(a). THE CHIEF OPERATING OFFICER. The chief operating
officer shall manage the day to day affairs of the corporation, and shall be the
executive officer next in authority to the president. He shall assist the
president in the management of the business of the corporation, and, in the
absence or disability of the president he shall exercise the powers and perform
the duties of the president or designate the executive officers of the
corporation by whom such powers shall be exercised and duties performed; and he
shall have such other powers and duties as the board of directors may from time
to time prescribe.

                  ss. 4.5 THE VICE PRESIDENTS. The vice president (and, in the
event that there is more than one vice president, each of the vice presidents)
shall assist the president in the discharge of his or her duties as the
president may direct and shall perform such other duties as from time to time
may be assigned to him or her by the president or by the board of directors. In
the absence of the president or in the event of his or her inability or refusal
to act, the vice president (or in the event there be more than one vice
president, the vice presidents in the order designated by the board of
directors, or by the president if the board of directors has not made such a
designation, or in the absence of any designation, then in the order of
seniority of tenure as vice president) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, the vice president (or each of them if
there are more than one) may execute for the corporation certificates for its
shares (the issue of which shall have been authorized by the board of
directors), and any contracts, deeds, mortgages, bonds or other instruments
which the board of directors has authorized, and he or she may (without previous
authorization by the board of directors) execute such contracts and other
instruments as the conduct of the corporation's business in its ordinary course
requires, and he or she may accomplish such execution in each case either
individually or with the secretary, any assistant secretary or any other officer
thereunto authorized by the board of directors, according to the requirements of
the form of the instrument.

                  ss. 4.6 THE CHIEF FINANCIAL OFFICER. The chief financial
officer shall be the principal financial officer of the corporation and shall
perform all of the duties incident to the office of chief financial officer and
such other duties as from time to time may be assigned to him or her by the
board of directors or the president. Without limiting the generality of the
foregoing, he or she shall have charge and custody of all funds and securities
of the corporation, and be responsible therefor and for the receipt and
disbursement thereof. If required by the board of directors, the chief financial
officer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the board of directors may
determine.

                  ss. 4.6(a). THE CHIEF ACCOUNTING OFFICER. The chief accounting
         officer shall be the principal accounting officer of the corporation
         and shall perform all of the

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         duties incident to the office of chief accounting officer and such
         other duties as from time to time may be assigned to him or her by the
         board of directors or the president. Without limiting the generality of
         the foregoing, he or she shall have charge of and be responsible for
         the maintenance of adequate books of account for the corporation. If
         required by the board of directors, the chief accounting officer shall
         give a bond for the faithful discharge of his or her duties in such sum
         and with such surety or sureties as the board of directors may
         determine.

                  ss. 4.7 THE SECRETARY. The secretary shall perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him or her by the board of directors or president. Without
limiting the generality of the foregoing, he or she shall (a) record the minutes
of the meetings of the shareholders and the board of directors and will record
or keep the minutes of all committees in one or more books provided for that
purpose and shall include in such books the actions by written consent of the
shareholders and the board of directors; (b) see that all notices are duly given
in accordance with the provisions of these by-laws or as required by law; (c) be
the custodian of the corporate records and the seal of the corporation (if a
seal has been authorized by the board of directors) and certify the by-laws,
resolutions of the shareholders and board of directors and any committees of the
board of directors and other documents of the corporation as being true and
correct copies thereof; (d) keep a register of the post-office address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
sign with the president, or a vice president, or any other officer thereunto
authorized by the board of directors, certificates for shares of the
corporation, the issue of which shall have been authorized by the board of
directors, and any contracts, deeds, mortgages, bonds or other instruments which
the board of directors has authorized, and he or she may (without previous
authorization by the board of directors) sign with such other officers as
aforesaid such contracts and other instruments as the conduct of the
corporation's business in its ordinary course requires, in each case according
to the requirements of the form of the instrument, except when a different mode
of execution is expressly prescribed by the board of directors or these by-laws;
and (f) have general charge of the stock transfer books of the corporation.

                  ss. 4.8 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer, in the case of assistant treasurers,
or the secretary, in the case of assistant secretaries, or by the president or
the board of directors in either case. Each assistant secretary may sign with
the president, or a vice president, or any other officer thereunto authorized by
the board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds or other instruments which the board of directors has
authorized, and may (without previous authorization by the board of directors)
sign with such other officers as aforesaid such contracts and other instruments
as the conduct of the corporation's business in its ordinary course requires, in
each case according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors. The assistant treasurers shall, if required by the board of
directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine.





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                  ss. 4.9 COMPENSATION. The officers' compensation shall be
fixed from time to time by the board of directors, and no officer shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the corporation.


                                    ARTICLE 5

                                 INDEMNIFICATION

                  ss. 5.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall, to the fullest extent to which it is empowered to do so by
the Illinois Business Corporation Act of 1983, as amended, or any other
applicable laws as may from time to time be in effect, indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation and with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was an employee or
agent of the corporation, or is or was serving at the request of the corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation or, with respect to
any criminal action or proceeding, that the person had reasonable cause to
believe that his or her conduct was unlawful.

                  ss. 5.2 CONTRACT WITH THE CORPORATION. The provisions of this
Article 5 shall be deemed to be a contract between the corporation and each
director or officer who serves in any such capacity at any time while this
Article is in effect, and any repeal or modification of this Article 5 shall not
affect any rights or obligations hereunder with respect to any state of facts
then or theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.



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                  ss. 5.3 INDEMNIFICATION OF EMPLOYEES AND AGENTS. Persons who
are not covered by the foregoing provisions of this Article 5 and who are or
were employees or agents of the corporation, or who are or were serving at the
request of the corporation as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, may be indemnified to the
extent authorized at any time or from time to time by the board of directors;
provided, however, that to the extent that such employee or agent has been
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding to which he or she was made a party by reason of the fact that he or
she is or was an employee or agent acting in the above-described capacity, or in
defense of any claim, issue or matter therein, the corporation shall indemnify
such employee or agent against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

                  ss. 5.4 ADVANCEMENT OF EXPENSES. The corporation shall pay
expenses incurred by any officer or director, and may pay expenses incurred by
any employee or agent, in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation
as authorized by these by-laws or by the Illinois Business Corporation Act of
1983 as amended.

                  ss. 5.5 OTHER RIGHTS OF INDEMNIFICATION. The indemnification
or advancement of expenses provided or permitted by this Article 5 shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
by law or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.


                                    ARTICLE 6

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

                  ss. 6.1 CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; provided, however,
that this Section 6.1 shall not be a limitation on the powers of office granted
under Article 4 of these by-laws.

                  ss. 6.2 LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by the board of directors or a duly authorized committee thereof.
Such authority may be general or confined to specific instances.

                  ss. 6.3 CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation shall be signed by such officer or officers,
agent or agents of the corporation and in




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such manner as shall from time to time be determined by the board of directors
or by an officer or officers of the corporation designated by the board of
directors to make such determination.

                  ss. 6.4 DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
or such officer or officers designated by the board of directors may select.

                                    ARTICLE 7

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  ss. 7.1 CERTIFICATES FOR SHARES. Certificates representing
shares of the corporation shall be signed by the president or a vice president
and by the treasurer or an assistant treasurer or the secretary or an assistant
secretary and, if the corporation has a corporate seal, may be sealed with such
seal or a facsimile thereof. All certificates for shares shall be consecutively
numbered or otherwise identified and shall state the name of the person to whom
the shares represented thereby are issued, the number and class of shares, with
designation of series, if any, the date of issue, the fact that the corporation
is organized under Illinois law, and such other information or statement as may
be required by law. The name and address of each shareholder, the number of
shares held and the date on which the certificates for the shares were issued
shall be entered on the stock transfer books of the corporation. The person in
whose name shares are registered on the books of the corporation shall be deemed
the owner thereof for all purposes as regards the corporation.

                  ss. 7.2 TRANSFERS OF SHARES; LOST CERTIFICATES. Upon surrender
to the corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment, or other authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books, provided that the
corporation or a transfer agent of the corporation shall not have received a
notification of adverse interest and that the requirements of the new reference
system of the Illinois Revised Statutes has been met. No new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost or destroyed
certificate, or one so mutilated that it cannot be identified, a new one may be
issued therefor upon such terms and indemnity to the corporation as the board of
directors may prescribe.


                                    ARTICLE 8

                                   FISCAL YEAR

                  The fiscal year of the corporation shall be as fixed from time
to time by resolution of the board of directors.



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                                    ARTICLE 9

                                    DIVIDENDS

                  The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the articles of incorporation of
the corporation.


                                   ARTICLE 10

                                      SEAL

                  The board of directors may provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Illinois." The corporate seal may
be used by causing it or a facsimile thereof to be impressed, affixed or in any
manner reproduced.


                                   ARTICLE 11

                                   AMENDMENTS

                  These by-laws may be altered, amended or repealed and new
by-laws may be adopted by the board of directors of the corporation or by the
shareholders of the corporation entitled to vote thereon, provided that no
by-law adopted by the shareholders may be altered, amended or repealed by the
board of directors.





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